Rocket Companies announces cash tender offer and solicitation of consent for all of Rocket Mortgage’s 5.250% senior bonds due 2028



DETROIT, September 21, 2021 / PRNewswire / – Rocket Companies, Inc. (NYSE: RKT) (the “Company” or “Rocket Companies”), a Detroittechnology-based holding company of technology-driven real estate, mortgage and financial services companies – including Rocket Mortgage, Rocket Homes and Rocket Auto – today announced that its subsidiary, Rocket Mortgage, LLC (l ‘“Issuer”), has launched a takeover bid (the “Issuer”) to purchase for cash all or part of its outstanding 5.250% senior notes due 2028 (the “Notes”). “).

As part of the Tender Offer, the Issuer is also soliciting (the “Consent Solicitation”) from the holders of the Consent Obligations (the “Consents”) to the proposed amendments to the trust deed, dated December 8, 2017 (the “Indenture”), which governs the Notes, to (i) eliminate substantially all of the covenants from the Indenture and the Notes, (ii) eliminate all events of default other than default related to the default of payment of principal and interest on the Notes, and (iii) shorten the minimum notice period under the Deed for optional repayments by the Issuer of at least 30 days but not more than 60 days to at least five business days but not more than 60 days (collectively, the “Proposed Changes”). The terms and conditions of the tender offer and solicitation of consents are described in a statement of offer to purchase and solicitation of consents, dated September 21, 2021 (the “Offer to Purchase and Solicitation of Consent Statement”). The following table summarizes the important pricing conditions of the takeover bid.


Notes title

The principal amount

Take-over bid
Consideration (1) (2)

Payment (1) (3)

Total supply
Consideration (1) (2)

Registered tickets:

CUSIP: 74840LAB8 /

ISIN: US74840LAB80 /

5.250% Senior
Notes due 2028

$ 1,010,000,000

$ 1,047.50

$ 30.00

$ 1,077.50


Per $ 1,000 of principal of tickets deposited and accepted for purchase.


Does not include accrued and unpaid interest from the last date interest was paid up to, but excluding the early settlement date or the final settlement date (each, as defined in the offer to purchase and the declaration of solicitation of consent), as applicable, which will be paid on the tickets accepted for purchase


Included in the total consideration of the tender offer for Notes deposited and accepted for purchase on or before the early deposit deadline.

The public tender offer and the solicitation of consent will expire at midnight, New York City time, at the end of October 19, 2021, except extension or early termination by the Issuer (the “Expiry Date”). No offers submitted after the expiration date will be valid. Subject to the terms and conditions of the Public Tender Offer, holders of Notes which are validly contributed (and not validly withdrawn) no later than 5:00 p.m., New York City It’s time October 4, 2021 (the date and time of which, to the extent that it can be extended, the “Early Filing Deadline”) and accepted for purchase in accordance with the Tender Offer will be eligible to receive the full consideration of the tender offer indicated in the table above, which includes the advance tender offer Payment indicated in the table above. Bondholders tendering their Bonds after the Early Filing Deadline and at the latest on the Expiry Date will only be eligible to receive the Consideration of the public tender offer indicated in the table above, which corresponds to to the Total Consideration of the Public Offer less the Payment of the advance offer.

In addition, the holders of all the Bonds validly tendered and accepted for purchase in accordance with the Tender Offer will receive accrued and unpaid interest on these Bonds from the last date of payment of interest relating to these Bonds until , but excluding, the Early Settlement Date or the Final Settlement Date, as applicable.

The completion of the Public Offer to Purchase and the Solicitation of Consents is subject to, and conditional on, the satisfaction or waiver of certain conditions described in the Declaration of Offer to Purchase and Solicitation of Consents, including , among others, the Issuer consuming the New Debt Financing (as defined in the Offer to Purchase and the Declaration of Solicitation of Consents) on terms satisfactory to it, and having funds enabling it to purchase the Notes in accordance with to the Public Purchase Offer.

In order for the Proposed Amendments to be adopted, Consents must be received for at least the majority of the total principal amount of the Securities then outstanding (excluding Securities held by the Issuer or its affiliates) (the “Required Consents “). Assuming receipt of the required consents, the Issuer expects to sign and deliver a complementary deed (the “Complementary Deed”) to the deed giving effect to the proposed changes, promptly after receipt of the required consents. The Supplementary Deed will enter into force upon signature, but will provide that the Proposed Amendments will only take effect when the Issuer agrees to purchase the Notes satisfying the Consents required in the Tender Offer.

All validly deposited Bonds and related validly issued Consents may be withdrawn or revoked from the Public Offer and Solicitation of Consents no later than the Early Deposit Deadline. Securities validly delivered and related Consents validly issued on or before the Early Filing Deadline which are not validly withdrawn or validly revoked before the Early Filing Deadline cannot be withdrawn or revoked thereafter, unless the law l ‘required. In addition, Securities validly deposited and the related Consents validly issued after the Early Deposit Deadline may not be withdrawn or revoked, except as required by law.

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, of any security. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale would be illegal.

Morgan Stanley & Co. LLC is the manager of the dealership and the solicitation agent (the “dealership manager”) in the take-over bid and solicitation of consent. DF King & Co., Inc. has been retained to serve as both custodian and information agent (the “Custodian and Information Agent”) for the take-over bid and solicitation of consents. Questions regarding the Tender Offer and the Solicitation of Consents should be directed to the Dealer Manager at (800) 624-1808 or (212) 761-1057. Requests for copies of the Offer to Purchase and the Consent Solicitation Statement and other related documents should be made to DF King & Co., Inc. at [email protected] (email), (800) 755-7250 (toll free in the United States) or (212) 269-5552 (banks and brokers).

None of the Rocket Companies, its board of directors, the Issuer, the Dealer Manager, the Custodian and Information Agent, the Indenture Trustee or any of the Issuer’s affiliates, does not make any recommendation as to whether Noteholders should deposit Notes in response to the tender offer and the solicitation of consents. The Public Offer to Purchase and the Solicitation of Consents are made only by the Offer to Purchase and the Declaration of Solicitation of Consents. The Tender Offer and the Solicitation of Consents are not addressed to holders of Notes in a jurisdiction in which the realization or acceptance thereof would not comply with the laws on securities, the blue sky or other laws of that jurisdiction. In any jurisdiction in which the take-over bid and solicitation of consents is to be made by a licensed broker or dealer, the take-over bid and solicitation of consents will be deemed to be made on behalf of the issuer. by the network operator or one or more registered brokers. or resellers authorized under the laws of that jurisdiction.

About rocket companies

Rocket Companies is a DetroitHolding company based on personal finance and consumer service brands including Rocket Mortgage, Rocket Homes, Rocket Loans, Rocket Auto, Rock Central, Amrock, Core Digital Media, Rock Connections, Lendesk and Edison Financial. Since 1985, Rocket Companies has been obsessed with helping clients achieve the American dream of home ownership and financial freedom. Rocket Companies delivers a cutting-edge customer experience powered by our simple, fast and reliable digital solutions. Rocket Companies has approximately 26,000 team members across United States and Canada. Rocket Companies ranked # 5 on the Fortune list of the “100 Best Companies to Work For” in 2021 and has been in the top third of the list for 18 consecutive years.

Forward-looking statements

Some of the statements contained in this press release are forward-looking statements. These forward-looking statements are generally identified by the use of words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, ” plan, “” “predict”, “plan”, “should”, “target”, “will”, “would” and, in each case, their negative or other terminology, different or comparable. These forward-looking statements reflect our point of view. view of future events as of the date of this release and are based on our management’s current expectations, estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it cannot guarantee that these expectations will prove to be correct. All of these forward-looking statements are subject to risks and uncertainties, many of which are beyond our control, and could cause future events or results to materially differ. different from those stated or implied in this document. It is not possible to predict or identify all of these risks. These risks include, without limitation, the risk factors described in the section entitled “Risk Factors” in the documents filed by the Company with the Securities and Exchange Commission. These factors should not be construed as exhaustive and should be read in conjunction with the other caveats included in this press release and other documents. We expressly disclaim any obligation to update or publicly review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by applicable law.

SOURCE Rocket Companies, Inc.


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